Exhibit 10.2

                            MASTER LICENSE AGREEMENT


THIS AGREEMENT is by and between SurModics, Inc., a corporation of the State of
Minnesota, which has an office at 9924 West 74th Street, Eden Prairie, MN 55344
(hereinafter referred to as SURMODICS), and Rubicon Medical Inc., a Utah
corporation, which has an office at 2064 West Alexander, Salt Lake City, UT
84119 (hereinafter referred to as RUBICON).

WHEREAS, SURMODICS is engaged in biological, chemical and technical research and
has developed a body of technology and know-how, including reagents, processes,
and devices which the parties believe will improve the performance of various
products and processes of RUBICON.

WHEREAS, the technology of SURMODICS includes confidential information
(including trade secrets and other know-how) which is proprietary to SURMODICS
and SURMODICS is in the process of securing patent coverage for certain items of
its technology, and continues to maintain the confidentiality of other portions
of its technology.

WHEREAS, RUBICON and SURMODICS are parties to a Mutual Confidential Disclosure
Agreement dated March 18, 2002 ("Prior Disclosure Agreement");

WHEREAS, RUBICON may desire to acquire additional licenses under SURMODICS'
know-how and patent rights, such licenses to be added to this Master Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below and for other good and valuable consideration of which receipt is
acknowledged, the parties agree as follows:

1.       DEFINITIONS

         The following definitions apply to this Master License Agreement (the
         "Agreement"), and to all Attachments thereto:

         a. "Affiliate" means any entity which owns at least 20% of, is at least
         20% owned by, or is under common (at least 20%) ownership with RUBICON.

         b. "Effective Date" means the later of the dates on which this
         Agreement is signed by the parties, as indicated by the dates on the
         signature page hereof.

         c. "Know-how" means SURMODICS' trade secrets and other legally
         protected proprietary technical information relating to the surface
         treatment of medical devices and which SURMODICS has the right to
         transmit to others. Know-how includes but is not limited to non-public
         information contained in pending patent applications of Patent Rights
         and information that is Confidential Information as defined in
         Paragraph 13.

         d. "Licensed Products" means each of the separately sold Medical
         Products specifically described in Attachment B1, B2, and so forth, and
         which:

                  i. but for the license granted herein the manufacture, use or
                  sale would infringe (or a surface treatment process employed
                  to produce a product or a reagent used in such process would
                  infringe) any valid and subsisting claim in the Patent Rights,
                  or

                  ii. are produced through the use of SURMODICS' Know-how.

                                       1
<PAGE>

         e. "Licensed Product Effective Date" for each license granted herein
         shall mean the date specified in the respective Attachment B1, B2, and
         so forth.

         f. "Manufacturer" means a non-Affiliate third party which manufactures
         Licensed Products for RUBICON pursuant to a separate agreement with
         RUBICON and subject to the execution by the Manufacturer and SURMODICS
         of the document entitled "Manufacturer Agreement and SurModics'
         Consent" attached hereto as Attachment C.

         g. "Medical Products" means products that are specifically defined in
         Attachment B1, B2, and so forth.

         h. "Net Sales" means the total actual billing for sales of Licensed
         Products, less the following deductions where they are applicable with
         respect to such billings and when separately shown on invoices or
         otherwise traceable and accounted for in the ordinary course of
         RUBICON's business:

                  i. discounts actually allowed and taken;

                  ii. any customs duties, taxes or other governmental excise or
                  charge upon or measured by the production, sale,
                  transportation, delivery or use of Licensed Product and
                  actually paid by RUBICON;

                  iii. amounts allowed or credited on rejections or returns; and

                  iv. transportation charges, including transportation insurance
                  charges, prepaid or allowed.

         Notwithstanding the above, if any Licensed Product is sold both
         separately and as an integral part of a combination product containing
         one or more integral components in addition to that Licensed Product,
         then Net Sales of that Licensed Product resulting from sales of that
         combination product will be calculated by multiplying the Net Sales for
         the combination product as calculated above by the fraction A/B where A
         is the invoice price of the Licensed Product as sold separately and B
         is the invoice price of the combination product.

         A Licensed Product shall be considered sold when it is shipped or when
         it is invoiced, whichever is earlier. To assure SURMODICS the full
         royalty payment contemplated in this Agreement, RUBICON agrees that if
         any Licensed Product is sold to an Affiliate for purposes of resale,
         Earned Royalties for that Licensed Product shall be computed upon the
         selling price at which such Licensed Product would ordinarily be sold
         to a non-Affiliate, rather than on the selling price of RUBICON to the
         Affiliate.

         Free samples and products used only for internal purposes (such as for
         testing, demonstration or quality assurance) by RUBICON or any
         Affiliate shall not be subject to royalties.

         i. "Patent Rights" means the right to practice the claims disclosed in
         the patent application(s) and patent(s) identified in Attachment A
         hereof, together with all foreign counterparts, divisions, and
         continuation applications based thereon, any patent issuing on any of
         said applications, and any reissues or extensions based on any of such
         patents.

         j. "Valid Claim" means a claim of Patent Rights that has not (i) been
         held invalid by a court of competent jurisdiction or other government
         agency having jurisdiction beyond possibility of appeal or (ii) expired
         or lapsed.

                                       2
<PAGE>

2.       LICENSE

         a. With respect to the Licensed Product defined in each of Attachments
         B1, B2, and so forth, SURMODICS grants to RUBICON, a separate worldwide
         license under SURMODICS' Patent Rights and Know-how to make, have made
         for it only by a properly sublicensed Manufacturer as set forth herein,
         use, distribute, service and sell, offer to sell and import that
         Licensed Product. The license granted herein is expressly limited to
         the specific Licensed Products defined herein, and does not include the
         right to sublicense except as provided below in Paragraph 2(b) with
         respect to Manufacturers and Paragraph 2(c) with respect to Affiliates.
         All licenses granted by SURMODICS to RUBICON under this Agreement are
         non-exclusive unless specifically stated otherwise for a particular
         Licensed Product in an Attachment B1, B2, and so forth. Additional
         terms of each license are set out in the respective Attachments B1, B2,
         and so forth. To the extent any ambiguity or inconsistency is created
         between the terms set forth in this Agreement and the terms set forth
         in Attachments B1, B2, and so forth, the terms set forth in the
         Attachment B shall be controlling with respect to the Licensed Product
         defined therein; for all other matters, the terms set forth in this
         Agreement shall control. Each such license shall be effective as of its
         Licensed Product Effective Date.

         b. Subject to Paragraph 2(a) and the following provisions, RUBICON
         shall have the right to grant have made rights to Manufacturers. No
         sublicense shall be effective unless and until the document entitled
         Manufacturer Agreement and SurModics' Consent attached as Attachment C
         has been executed by the Manufacturer, delivered to SURMODICS, and
         signed by SURMODICS. RUBICON shall be responsible for and shall take
         reasonable steps to ensure each Manufacturer is aware and performs the
         Manufacturer's obligations as sublicensee in all material respects.
         Each sublicense to a Manufacturer shall terminate automatically and
         without notice at such time as the separate agreement between RUBICON
         and the Manufacturer expires or is terminated. Each sublicense to a
         Manufacturer shall terminate automatically without notice upon
         termination or expiration of this Agreement or the relevant license
         hereunder, and RUBICON's agreement with the Manufacturer must provide
         for such automatic termination.

         c. Subject to Paragraph 2(a) and the following provisions, RUBICON
         shall have the right to grant sublicenses to its Affiliates. RUBICON
         shall be responsible for and hereby guarantees the payment of royalties
         to SURMODICS by the sublicensee and the performance of all of the
         sublicensee's obligations provided herein. No sublicense shall be
         effective unless and until the document entitled SurModics' Consent to
         Sublicense attached as Attachment D has been executed by the
         sublicensee, delivered to SURMODICS, and signed by SURMODICS. Each
         sublicense to an Affiliate of RUBICON shall terminate automatically and
         without notice at such time as the sublicensee ceases to be an
         Affiliate of RUBICON. Each sublicense to an Affiliate of RUBICON shall
         terminate automatically and without notice upon termination or
         expiration of this Agreement or the relevant license thereunder.

         d. Subject to the limited license granted herein, SURMODICS shall
         retain all rights to the Patent Rights and Know-how. SURMODICS shall
         retain the right to use Patent Rights and Know-how for its own research
         purposes.

         e. RUBICON shall notify SURMODICS, in advance and in writing, of the
         location of the production of a Licensed Product or any new location to
         be used for the production of a Licensed Product.

                                       3
<PAGE>

         f. In the event any governmental agency in a jurisdiction materially
         alters or hinders or prevents enforcement of the terms or provisions of
         any license granted herein, SURMODICS may, at its sole discretion,
         immediately terminate that license with respect to such jurisdiction.

3.       MILESTONE PAYMENTS

         For each license granted by SURMODICS, RUBICON shall make Milestone
         Payments to SURMODICS as set out in the Attachment (B1, B2, and so
         forth) applicable to such license.

4.       ROYALTIES

         For each license granted herein, RUBICON shall pay to SURMODICS a
         royalty for each quarter calendar year during the term of this
         Agreement which will be the greater of the royalties of Paragraphs 4(a)
         or 4(b).

         a. Earned Royalties shall be calculated as provided for in the
         respective Attachment B1, B2, and so forth. No more than one Earned
         Royalty shall be paid by RUBICON for any Licensed Product. However, if
         any Licensed Product is covered by more than one Attachment B1, B2, and
         so forth, then the Earned Royalty rate shall be the highest rate
         specified for such Licensed Product.

         b. Minimum Royalties shall be paid for each Licensed Product as
         provided for in the respective Attachment B1, B2, and so forth.

         c. Royalty Stacking. If, at any time during the life of this Agreement,
         RUBICON discovers that any Licensed Product or the use thereof
         infringes claims of an unexpired patent or patents other than those in
         the Patent Rights, RUBICON may, if it has not already done so,
         negotiate with the owner of such patents for a license on commercially
         reasonable terms. Should the license with the owner of such patents
         require the payment of royalties or other consideration to such owner
         (for technology that is also within the scope of licenses granted to
         RUBICON under this Agreement), then the royalties otherwise payable
         under this Agreement shall be reduced by up to one-half based on the
         value of the patents other than those in the Patent Rights relative to
         the Patent Rights licensed under this Agreement. The parties shall meet
         promptly after RUBICON takes the license under such other patents to
         agree on the relative value of such patents and the amount of royalty
         reduction. If the parties cannot agree the dispute shall be resolved in
         accordance with Paragraph 24 hereof.

5.       ROYALTY PAYMENTS, REPORTS, RECORDS

         a. During the term of this Agreement, and for each license granted
         hereunder, RUBICON will make written reports and payments to SURMODICS
         within forty-five (45) days after the last day of each calendar quarter
         ending March 31, June 30, September 30, and December 31. Each such
         report shall state the Net Sales, unit volumes, Earned Royalty,
         corrections of error in prior royalty payments, and data and
         calculations used by RUBICON to determine such payments for each of the
         licenses corresponding to the respective Attachments B1, B2, and so
         forth. Each report shall be accompanied by payment in full of the
         royalty due SURMODICS for that quarter. The December 31 quarterly
         report shall also include a nonbinding summary forecast of projected
         sales of Licensed Products and a nonbinding forecast of reagent usage
         for the next calendar year. The report and any forecasts shall
         constitute confidential information and be subject to the
         confidentiality provisions of this Agreement.

                                       4
<PAGE>

         b. RUBICON will maintain, for a period of five (5) years following each
         sale of Licensed Product, true and accurate records supporting the
         reports and payments made under this Agreement. SURMODICS shall have
         the right to carry out an audit of such records no more frequently than
         once per calendar year by an independent certified public accountant of
         its choice upon giving RUBICON not less than five (5) days advance
         notice. All such audits shall be conducted during RUBICON's normal
         office hours, and such accountant shall have reasonable access to
         RUBICON's offices and the relevant records, files and books of account,
         and such accountant shall have the right to examine any other records
         reasonably necessary to determine the accuracy of the calculations
         provided by RUBICON under Paragraph 5(a). The auditor shall be required
         to sign a suitable confidentiality agreement reasonably acceptable to
         RUBICON prior to conducting such audit. Such audit shall be at
         SURMODICS' expense except that if an underpayment error is found for
         any twelve month period that exceeds 5% of the payment made to
         SURMODICS for that period, then RUBICON will bear the cost of such
         audit.

         c. All royalties on sales of each Licensed Product to be paid to
         SURMODICS by RUBICON under this Agreement shall be paid in U.S. Dollars
         to SURMODICS in the United States. For the purpose of calculating
         Earned Royalties on sales outside the United States in a foreign
         currency for any calendar quarter, RUBICON shall utilize the average
         rate of exchange on the last business day of that calendar quarter as
         quoted in the Wall Street Journal unless manifestly in error);
         provided, however, that if a foreign currency not listed in the Wall
         Street Journal is involved, then the closing transfer buying rate
         quoted by Citibank (New York) (unless manifestly in error) shall be
         employed in effecting such conversion thereof.

         d. Any sum required under U.S. tax laws (or the tax laws of any other
         government) to be withheld by RUBICON from payment for the account of
         SURMODICS shall be promptly paid by RUBICON for and on behalf of
         SURMODICS to the appropriate tax authorities, and RUBICON shall furnish
         SURMODICS with official tax receipts or other appropriate evidence
         issued by the appropriate tax authorities sufficient to enable
         SURMODICS to support a claim for income tax credit in respect to any
         sum so withheld.

6.       TECHNICAL SUPPORT FEES

         SURMODICS has prior to this Agreement provided product coating services
         to RUBICON under a clinical coating agreement. Commencing on the
         Effective Date, RUBICON will begin doing its own product coating using
         the licenses and reagents provided for in this Agreement. RUBICON shall
         be entitled to up to 40 hours of technical support from SURMODICS,
         without charge, during the first sixty days of the term of this
         Agreement for purposes of setting up and conducting its own coating
         operations. SURMODICS, however, shall not be required to provide
         technical support after such 60-day period except pursuant to a
         separate technical support agreement, which agreement shall be offered
         by SURMODICS to RUBICON if requested. Such technical support agreement
         shall provide for the payment by RUBCICON of fees ("Technical Support
         Fees") for any support provided under the agreement at SURMODICS'
         then-standard rates. As of March 1, 2004, SURMODICS' standard rates for

                                       5
<PAGE>

         Technical Support Fees are $125 per-hour for standard-testing coating
         work, $150 per-hour for coating parts used in human clinical trials,
         and $250 per-hour for SURMODICS' analytical chemistry services.
         SURMODICS may change its standard Technical Support Fees with thirty
         (30) days advance written notice to RUBICON. SURMODICS shall
         additionally charge RUBICON for direct materials such as reagents,
         parts, equipment, jigs, fixtures and SURMODICS' reasonable
         out-of-pocket travel, living, and ancillary costs and expenses incurred
         in connection with its performance of technical support services if
         such expenses are approved by RUBICON in writing. SURMODICS shall
         invoice RUBICON monthly for such Technical Support Fees, and RUBICON
         shall make payment to SURMODICS within thirty (30) days after the date
         of the invoice.

7.       TERM

         a. Unless earlier terminated, each license herein granted shall begin
         upon the Licensed Product Effective Date set out in the respective
         Attachment B1, B2, and so forth, and shall extend for each Licensed
         Product so licensed until expiration of the last to expire patent of
         Patent Rights that covers that product or for a period of fifteen (15)
         years following the first bona fide commercial sale of such Licensed
         Product, whichever is longer.

         b. Upon expiration of the last to expire patent of Patent Rights for
         any Licensed Product, and upon full payment by RUBICON to SURMODICS of
         all monies due under this Agreement, the license with respect to
         Know-how licensed herein for that Licensed Product shall be deemed paid
         up and non-exclusive, if any such license was exclusive.

8.       PATENTS

         a. RUBICON shall see to it that all Licensed Products sold by RUBICON
         shall be appropriately marked with the applicable patent numbers, in
         conformity with applicable law.

         b. SURMODICS recognizes that it is an objective of RUBICON to obtain
         patents on technology that RUBICON develops. RUBICON recognizes that a
         vital part of SURMODICS' business includes licensing SURMODICS'
         technology to others under SURMODICS' patents and know-how to make,
         use, and sell products, and that it is an objective of SURMODICS to
         enable its present and future licensees to exploit patent licenses from
         SURMODICS to produce and sell products without interference from any
         patent that RUBICON might obtain. A purpose of this Paragraph 8 is to
         establish a system under which each party may accomplish its respective
         objective.

         c. Title to all developed technology which is conceived or first
         reduced to practice before, during, or after the term of this Agreement
         and which is solely an invention of employees or agents of SURMODICS
         shall be in SURMODICS. SURMODICS shall have the right to determine
         whether patent or other intellectual property protection will be sought
         for any such invention and shall be solely responsible for all costs
         associated with obtaining and maintaining such patent or other
         intellectual property protection.

         d. Title to all developed technology which is conceived or first
         reduced to practice before, during, or after the term of this Agreement
         and which is solely an invention of employees or agents of RUBICON
         shall be in RUBICON. RUBICON shall have the right to determine whether
         patent or other intellectual property protection will be sought for any
         such invention and shall be solely responsible for all costs associated
         with obtaining and maintaining such patent or other intellectual
         property protection.

                                       6
<PAGE>

         e. With respect to inventions made jointly by one or more employees of
         each party operating under this Agreement ("Joint Inventions"), the
         parties agree that mutually acceptable patent counsel shall be retained
         at the mutual cost and expense of the parties to render an opinion as
         to the patentability thereof and to prepare, file, and prosecute such
         patent applications as may reasonably be required to provide protection
         for such inventions. The joint inventors each shall be required to
         assign their Joint Inventions, including all patent applications
         therefore and the resulting patents, if any ("Joint Patents") to
         SURMODICS. SURMODICS shall immediately reassign to RUBICON an undivided
         one-half interest to the Joint Inventions, including all patent
         applications thereof and resulting Joint Patents. Either party may
         choose at any time, upon written notice to the other, to forego any
         further expense of obtaining or maintaining a Joint Patent for a Joint
         Invention, and will offer to assign its interest in such Joint
         Invention, patent application and/or Joint Patent to the other. If the
         prospective assignee party accepts such offer, thereafter it shall at
         its own expense prepare and file the necessary assignments and shall be
         solely responsible for obtaining and/or maintaining Joint Patent(s) for
         such Joint Invention. With respect to Joint Patents:

                  (i) Each party shall have the right to operate under Joint
                  Patents but neither party shall have the right to grant
                  licenses to others without the express written consent of the
                  other party, which consent may be withheld by the other party
                  in its sole and unfettered discretion.

                  (ii) Should either party choose to bring suit for infringement
                  by a third party of any Joint Patents, the party bringing suit
                  shall have the right to join the other party as a party to the
                  suit to the extent required by law; provided, however, that
                  such joinder shall be without expense to the joined party. Any
                  recovery from the defendant in any such suit in excess of the
                  costs of suit shall be shared by the parties equally.

         f. The parties agree to execute and exchange upon request such
         documents as may be necessary or desirable to carry out the provisions
         of this Paragraph 8.

         g. Other than as set forth herein, nothing in this Agreement shall be
         construed as granting either party any rights under or to any patents,
         know-how or other rights of the other.

         h. To the extent that any dispute arises with respect to patents under
         this Paragraph 8, the disputing party shall promptly inform the other
         party of the nature of the dispute and the provisions of Paragraph 24
         shall apply. The parties shall execute appropriate amendments or
         assignment for the application if necessary to resolve the dispute.

         i. Prosecution of Infringers. SURMODICS shall have the first right, but
         not the obligation, to prosecute in its own name and at its own expense
         any action it deems necessary if any Patent Rights licensed hereunder
         are infringed by the manufacture, use, import, offer for sale, or sale
         of any Licensed Products by any unauthorized third party. RUBICON
         agrees to notify SURMODICS promptly if it becomes aware of any such
         third party infringements. If SURMODICS elects to prosecute any such
         action and does so at its own expense, SURMODICS shall have the right
         to control the action and to retain any and all damages resulting

                                       7
<PAGE>

         therefrom. If SURMODICS does not commence prosecution within ninety
         (90) days of a written request from RUBICON, then RUBICON may prosecute
         such action in its own name and at its own expense. SURMODICS shall
         cooperate and, if necessary, become a named party to the action. If
         RUBICON prosecutes such action, it shall indemnify and defend SURMODICS
         from any losses, liabilities, claims, counterclaims, law suit expenses
         (including attorney's fees), costs, and judgments arising out of any
         litigation brought by RUBICON, and RUBICON shall have the right to
         control the action and to retain any and all damages resulting
         therefrom. If RUBICON prevails in such action, RUBICON may deduct fifty
         percent (50%) of the royalties due to SURMODICS over the five (5) years
         following termination of such action up to RUBICON's reasonable costs
         and expenses of prosecuting such action, including its reasonable
         attorneys' fees. SURMODICS may grant a license at any time to such
         unauthorized party; provided, however, if such license is granted
         during the pendency of an action for infringement by RUBICON against
         such party, then for purposes of this Paragraph 8(i) RUBICON shall be
         deemed to have prevailed in such action. RUBICON shall not settle any
         such infringement action without the advance written approval of
         SURMODICS, which approval shall not be unreasonably delayed or
         withheld.

9.       ALLOCATION OF ROYALTIES

         RUBICON's obligation to pay royalties with respect to any Licensed
         Product shall terminate at such time as neither the manufacture, nor
         the use, nor the sale of that specific Licensed Product (or a surface
         treatment process or a reagent used in such process) is covered by any
         Valid Claim of Patent Rights.

10.      TERMINATION

         a. For each license granted herein:

                  RUBICON's Right to Terminate for Convenience & Without Cause
                  i. RUBICON shall have the right to terminate each license
                  granted with respect to each Attachment B1, B2, and so forth,
                  under which such license was granted, but only in its
                  entirety, at any time upon sixty (60) days advance written
                  notice. Upon termination of any such license, RUBICON shall
                  have no further rights under Patent Rights or Know-how with
                  respect to the Licensed Product of that license. However,
                  RUBICON shall be allowed to sell any inventory of Licensed
                  Products existing at the time of termination for a period of
                  nine (9) months thereafter (thereafter destroying any
                  remaining inventory), provided RUBICON accounts for such sales
                  of inventory and pays SURMODICS the appropriate Earned Royalty
                  for such sales as set out in Paragraph 4(a) of this Agreement.
                  Termination of RUBICON's rights as to any one license under
                  this subparagraph (i) shall not effect Rubicon's rights as to
                  other licenses granted by SURMODICS.

                  SURMODICS' Right to Terminate for Cause ii. SURMODICS may
                  terminate this Agreement in whole or with respect to any
                  license granted herein upon sixty (60) days written notice for
                  any material breach or default by RUBICON, including without
                  limitation, failure to comply with the confidentiality
                  provisions of Paragraph 13, failure to make reports and
                  payments when due, failure to pay Minimum Royalties, and
                  withholding or notice of intent to withhold any royalties
                  provided for in this Agreement. If the breach in question
                  relates only to one license, the foregoing termination right
                  shall be limited to such license. Said termination under this
                  Paragraph 10(a)(ii) shall become effective at the end of the
                  sixty (60) day period unless during that period RUBICON shall

                                       8
<PAGE>

                  first cure such breach or default or, if the breach or default
                  is of a nature that cannot be cured within sixty (60) days,
                  Rubicon commences a cure during such 60-day period and
                  thereafter diligently pursues the same to completion.

                  iii. Upon termination of any license under any of the
                  provisions of this Paragraph 10, but subject to the provisions
                  of Paragraph 10(a)(i), referring to the sale of inventory,
                  RUBICON shall cease making, having made, using, and selling
                  the Licensed Products of such license that are produced
                  through the use of SURMODICS' Know-how. SURMODICS shall have
                  the right to seek equitable relief to enforce the provisions
                  of this Paragraph 10(a)(iii).

         b. Either party may terminate this Agreement if the other party hereto
         is involved in insolvency, dissolution, bankruptcy or receivership
         proceedings affecting the operation of its business.

         c. Notwithstanding the provisions of Paragraph 20, failure of RUBICON
         to initiate bona fide commercial sales of any Licensed Product by the
         date set out for that Licensed Product in the respective Attachment B1,
         B2, and so forth, to this Agreement shall permit SURMODICS to terminate
         the license for that Licensed Product upon thirty (30) days written
         notice at any time prior to the date RUBICON begins bona fide
         commercial sales of that Licensed Product. Prior to exercising such
         right, however, SURMODICS shall consult with RUBICON to determine the
         reason for such failure, and if RUBICON is endeavoring to bring one or
         more Licensed Products to market and has been prevented from doing so
         because of technical problems, regulatory delays, market conditions or
         other similar circumstances, the parties will negotiate in good faith a
         reasonable extension of the applicable date for initiating bona fide
         commercial sales.

         d. In the event that all licenses granted herein are terminated,
         RUBICON and SURMODICS shall each have the right to terminate this
         Agreement in its entirety upon written notice to the other.


11.      CONTINUING OBLIGATIONS SUBSEQUENT TO TERMINATION

         a. Upon any termination of this Agreement or any of the licenses
         granted herein, the following rights and obligations shall continue to
         the degree necessary to permit their complete fulfillment or discharge:

                  i. SURMODICS' right to receive and RUBICON's obligation to pay
                  royalties to the extent owed; and

                  ii. RUBICON's obligation to maintain records and SURMODICS'
                  right to audit under Paragraph 5, with respect to sales made
                  and to be made under Paragraph 10(a)(i); and

                  iii. Any cause of action or claim of either party, accrued or
                  to accrue, because of any breach or default by the other
                  party; and

                  iv. The parties' obligations to maintain confidentiality under
                  Paragraph 13; and

                                       9
<PAGE>

                  v. RUBICON's obligation to forebear from use of SURMODICS'
                  Know-how as provided in Paragraph 10(a)(iii); and

                  vi. The parties' obligations under Paragraph 8.

         b. Within thirty (30) days of the date of termination of this
         Agreement, each party shall return all copies of Confidential
         Information of the other, except one archival copy which may be
         retained by the receiving party for purposes of determining its
         on-going obligations under this Agreement.

12.      REPRESENTATIONS AND WARRANTIES

         a. Intentionally Omitted.

         b. Each party warrants to the other that it has the full and
         unrestricted right to enter into this Agreement and carry out the
         obligations hereunder.

         c. SURMODICS represents and warrants that:

                  i. as of the Effective Date, to the best of its knowledge,
                  none of the Reagents or processes that SURMODICS provides to
                  RUBICON under this Agreement and included within the Patent
                  Rights infringe any United States or foreign patent owned by a
                  third party and not licensed by SURMODICS.

                  ii. as of the Effective Date, it has no knowledge of any
                  pending or threatened challenge to the validity or
                  enforceability of any Patent Rights in any court; and

                  iii. as of the Effective Date, it has no knowledge of any
                  claim of patent infringement made against it by a third party
                  with respect to Licensed Products.

         d. Except as expressly stated in Paragraphs 12(a) through 12(c),
         nothing in this Agreement shall be construed as:

                  i. A warranty or representation that anything made, used,
                  sold, or otherwise disposed of, or any process practiced,
                  under any license granted in this Agreement is or will be free
                  from infringement of patents of third persons; or

                  ii. A requirement that SURMODICS file any patent application,
                  secure any patent, or maintain any patent in force; provided,
                  however, that in the case of any patent applications
                  identified on Attachment A as of the Effective Date, SURMODICS
                  shall exercise reasonable diligence to have such patents issue
                  and as to the patents listed on such Attachment SURMODICS
                  shall exercise reasonable diligence to keep them in force; or

                  iii. An obligation to furnish any manufacturing or technical
                  information not encompassed within Know-how; or

                  iv. Conferring any right on either party to use in
                  advertising, publicity, or otherwise any trademark or trade
                  name of the other; or

                  v. Granting by implication, estoppel, or otherwise any
                  licenses or rights under patents or other proprietary
                  information of SURMODICS other than those included within
                  Patent Rights and Know-how; or

                                       10
<PAGE>

                  vi. An obligation to bring or prosecute action or suits
                  against third parties for infringement of any patent; or

                  vii. A warranty or representation by SURMODICS as to the
                  validity or scope of any Patent Rights.

         e. EXCEPT AS EXPRESSLY PROVIDED IN PARAGRAPH 12(c) ABOVE AND IN
         PARAGRAPH 25(d) BELOW, With respect to reagents supplied at any time by
         SURMODICS, SURMODICS disclaims all warranties, express or implied,
         including but not limited to warranties of merchantability,
         non-infringement and fitness for a particular purpose. Notwithstanding
         anything to the contrary, WITH RESPECT TO REAGENTS SUPPLIED BY
         SURMODICS, SURMODICS shall not be liable for incidental, consequential,
         special, extraordinary or punitive damages of any description, whether
         for damage to reputation or goodwill, lost profits, claims of third
         parties or otherwise, whether such asserted damage purports to be based
         on warranty or guarantee, indemnity or other contract, contribution,
         negligence or other tort, or otherwise.

         f. Without limiting the warranties made by SURMODICS elsewhere in this
         Agreement, SURMODICS does not make any representations, extend any
         warranties of any kind, either express or implied, or assume any
         responsibilities whatsoever with respect to use, sale, or other
         disposition by RUBICON or its vendees or transferees of Licensed
         Products incorporating or made by use of the Patent Rights and Know-how
         licensed under this Agreement.

         g. RUBICON represents and warrants that the Licensed Products are
         medical devices or device-drug combination products subject to
         regulation under the U.S. Food, Drug, and Cosmetic Act.

13.      CONFIDENTIALITY

         a. Each party agrees to retain in confidence all Know-how and all
         information received from the other party and identified by the other
         party as confidential, including without limitation, information
         required to be maintained in confidence under prototype development or
         manufacturing scale-up or post scale-up relationships between the
         parties ("Confidential Information"), for a period commencing on the
         date of disclosure and ending five (5) years from the date of
         termination of this Agreement. Each party agrees that it will not use
         Confidential Information of the other for any purpose other than in
         accordance with this Agreement. Further, each party agrees that it will
         not disclose Confidential Information of the other to any third party
         without the advance written approval of the other party. Confidential
         Information shall not include information that:

                  i. at the time of its disclosure to the receiving party is
                  available to the public;

                  ii. after disclosure becomes available to the public through
                  no fault of the receiving party;

                  iii. the receiving party can show was in its possession at the
                  time of disclosure to it by the other; or

                  iv. the receiving party can show was received by it from a
                  third party without breach of a confidential obligation.

                                       11
<PAGE>

         In addition, a receiving party shall have no duty to hold in confidence
         any Know-how or information deemed to be Confidential Information under
         this Agreement if the receiving party is compelled by application of
         law or legal process to divulge, but the receiving party shall provide
         the disclosing party with advance written notice before divulging the
         information to enable the disclosing party to seek a protective order
         or employ other means to preserve the confidential nature of that
         information.

         b. SURMODICS shall assist RUBICON's regulatory compliance efforts by
         maintaining and updating a Device Master File with the FDA that
         contains such information about the SURMODICS surface coating
         compositions as set forth in FDA's submission and maintenance
         guidelines for such files. SURMODICS will, at RUBICON's request,
         provide similar information to regulatory agencies of competent
         jurisdiction outside the United States but SURMODICS shall not be
         obligated to disclose confidential information to any such foreign
         agencies except to the extent such agencies verify, to SURMODICS'
         reasonable satisfaction, that such information shall be maintained in
         secrecy. It is agreed that the information in SURMODICS' Device Master
         Files with the FDA and information provided to foreign regulatory
         agencies is SURMODICS Confidential Information.

         c. For the purpose of this entire Paragraph 13, Confidential
         Information which is specific shall not be deemed to be within any of
         the specified exceptions merely because it is embraced by more general
         information in such exception. In addition, any combination of features
         shall not be deemed to be within any of the specified exceptions merely
         because individual features are in such exception, but only if the
         combination itself and its principle of operation are in such
         exception.

         d. Notwithstanding the above, RUBICON specifically agrees that it will
         not disclose to any Affiliates or other third party any of SURMODICS'
         Know-how relating to the manufacture of SURMODICS' chemical reagents,
         the precise chemical composition of such reagents, how such reagents
         are tested, how they are quality controlled, and any other specific
         information concerning the production of such reagents, except to the
         extent such disclosure is required by applicable law or legal process
         or in connection with the exercise by RUBICON of its "have made" rights
         or in connection with a sublicense under Paragraph 2(b) or Paragraph
         2(c).

         e. The provisions of this entire Paragraph 13 shall survive termination
         of this Agreement for any reason.

         f. Nothing herein shall in any way affect the obligations of the
         parties under any prior secrecy or confidential disclosure agreements,
         including the Prior Disclosure Agreement, which obligations shall
         continue in accordance with the terms of each such agreement. However,
         this Agreement supersedes the Prior Disclosure Agreement between the
         parties with respect to disclosures made between the parties after the
         Effective Date of this Agreement.

14.      ASSIGNMENT

         This Agreement shall be binding upon and inure to the benefit of the
         parties hereto and their successors and permitted assigns. Either party
         may assign its rights and obligations under this Agreement to a
         financially responsible third party, but only in connection with a
         complete transfer to the third party of the business to which this
         Agreement pertains. The assigning party will so inform the other party
         to this Agreement without delay of any assignment made in accordance
         with the conditions of this Agreement. This Agreement shall not
         otherwise be assignable by either party without the prior written
         consent of the other party. For purposes of this Paragraph 14, a sale
         of the outstanding capital stock of RUBICON, or any portion thereof,
         shall not be considered an assignment of this Agreement or of RUBICON's
         rights and obligations under this Agreement, even if such sale results
         in a change in control of RUBICON.

                                       12
<PAGE>

15.      GOVERNMENT APPROVAL

         RUBICON shall have the sole responsibility, at RUBICON's sole expense,
         for obtaining any government approvals that may be required for the
         investigation or marketing of Licensed Products; provided, however,
         that SURMODICS shall cooperate, without expense, in such government
         approval process.

16.      PRODUCT LIABILITY

         RUBICON will defend and indemnify SURMODICS against all losses,
         liabilities, lawsuits, claims, expenses (including attorney's fees),
         costs, and judgments incurred through personal injury, property damage,
         or other claims of third parties, arising from the design, manufacture,
         use, or sale of Licensed Products, except to the extent caused by
         SURMODICS' gross negligence or willful misconduct.

17.      NO WAIVER

         Any waiver of any term or condition of this Agreement by either party
         shall not operate as a waiver of any other or continued breach of such
         term or condition, or any other term or condition, nor shall any
         failure to enforce a provision hereof operate as a waiver of such
         provision or of any other provision hereof.

18.      NOTICES

         All communications or other notices required or permitted under this
         Agreement shall be in writing and shall be deemed to be given (i) when
         personally delivered, (ii) five days after mailing when mailed by
         registered or certified mail, postage prepaid, (iii) on the day of
         sending when sent by facsimile (with recorded transmission completion),
         or (iv) two days after sending when sent by reputable express courier,
         and addressed as follows:

              If to SURMODICS:
                    License Administration
                    SurModics, Inc.
                    9924 West 74th Street
                    Eden Prairie, MN  55344
                    FAX Number:  (952) 829-2743

              If to RUBICON:
                    President
                    Rubicon Medical Inc.
                    2064 West Alexander Street
                    Salt Lake City, UT  84119
                    FAX Number:  (801) 886-9004

         Either party shall have the right to change the person and/or address
         to which notices hereunder shall be given, by notice to the other party
         in the manner set out above.

19.      CAPTIONS

         The captions and headings of this Agreement are for convenience only
         and shall in no way limit or otherwise affect any of the terms or
         provisions contained herein. This Agreement shall be construed without
         regard to any presumption or other rule requiring construction hereof
         against the party drafting this Agreement.

                                       13
<PAGE>

20.      FORCE MAJEURE

         Neither party shall be liable for failure to perform as required by any
         provisions of this Agreement where such failure results from a cause
         beyond such party's reasonable control such as acts of God, regulation
         or other acts of civil or military authority, required approval(s) of
         government bodies, fires, strikes, floods, epidemics, quarantine
         restrictions, riot, delays in transportation and inabilities to obtain
         necessary labor, materials, or manufacturing facilities. In the event
         of any delay attributable to any of the foregoing causes, the time for
         performance affected thereby shall be extended for a period equal to
         the time lost by reason of such delay. The cumulative effect of all
         such delays under this Paragraph 20 shall not exceed one (1) year.

21.      NO AGENCY

         Nothing in this Agreement authorizes either SURMODICS or RUBICON to act
         as agent for the other as to any matter, or to make any representations
         to any third party indicating or implying the existence of any such
         agency relationship. SURMODICS and RUBICON shall each refrain from any
         such representations. The relationship between SURMODICS and RUBICON is
         that of independent contractors.

22.      SEVERABILITY

         The provisions of this Agreement shall be deemed separable. If any
         provision in this Agreement shall be found or be held to be invalid or
         unenforceable, then the meaning of that provision shall be construed,
         to the extent feasible, to render the provision enforceable, and if no
         feasible interpretation would save such provision, it shall be severed
         from the remainder of this Agreement, which shall remain in full force
         and effect unless the provisions that are invalid or unenforceable
         substantially impair the value of the entire Agreement to either party.
         In such event, the parties shall use their respective reasonable
         efforts to negotiate a substitute, valid, and enforceable provision
         which most nearly effects the parties' intent in entering into this
         Agreement.

23.      GOVERNING LAW

         This Agreement shall for all purposes be governed and interpreted in
         accordance with the laws of the State of Delaware, except for its
         conflict of laws provisions.

24.      ARBITRATION

         a. In the event of any dispute concerning this Agreement, including its
         interpretation, performance, breach or termination, the procedures of
         this Paragraph 24 shall apply; provided, however, that either party
         shall have the unrestricted right at any time to seek a court
         injunction prohibiting the other party from making unauthorized
         disclosure or use of Confidential Information as provided for in
         Paragraph 13 or unauthorized use of SURMODICS' Know-how as provided for
         in Paragraph 10(a)(iii), it being understood that any such court
         proceeding shall be limited to the obtaining provisional injunctive
         relief pending a resolution of the merits of the underlying claim or
         controversy, and such underlying claim shall otherwise be resolved,
         including resolution of the merits, in accordance with the dispute
         resolution procedures of this Paragraph 24.

                                       14
<PAGE>

         b. Both parties will use good faith and reasonable efforts to resolve
         any dispute informally and as soon as practical. If any such dispute is
         not resolved informally within a reasonable period, then an officer
         from each party, having authority to resolve the dispute, will meet at
         a mutually agreeable time and place to attempt to resolve the dispute.

         c. If the parties are unable to resolve a dispute as provided
         immediately above, either party may submit the dispute for resolution
         by mandatory, binding arbitration. If initiated by SURMODICS, the
         arbitration shall take place in Salt Lake City, Utah. If initiated by
         RUBICON, the arbitration shall take place in the city of Minneapolis,
         MN (or such other place as the parties may mutually agree) under the
         auspices of the American Arbitration Association under its Commercial
         Arbitration Rules. Each party shall select one independent, qualified
         arbitrator and the two arbitrators so selected shall then select a
         third arbitrator in accordance with the Commercial Rules. Each party
         reserves the right to object to any individual arbitrator (no matter by
         whom chosen) who has been employed by or affiliated with a competing
         organization.

         d. The arbitrators, who shall act by majority vote, shall be empowered
         to decree any and all relief of an equitable nature, including but not
         limited to temporary restraining orders, temporary injunctions, and/or
         permanent injunctions, and shall also be able to award damages, with or
         without an accounting of costs. Judgment on the award rendered by the
         arbitrator(s) may be entered into any court having jurisdiction
         thereof. Each party shall bear its own costs, other than attorneys
         fees, and divide other reasonable arbitrator costs equally.

         e. The prevailing party in any such arbitration shall be entitled to
         any award of its reasonable attorneys fees.

25.      TERMS OF ORDERS/REAGENTS

         a. SURMODICS agrees to supply to RUBICON reasonable quantities (taking
         into consideration RUBICON's actual needs for the coating of Medical
         Products) of the photoreactive reagents that RUBICON utilizes in the
         production of Licensed Products ("Reagents") pursuant to mutually
         agreed upon purchase orders. SURMODICS shall not unreasonably withhold
         acceptance of a purchase order.

         b. SURMODICS will take reasonable steps to adequately stock Reagents.
         Delivery by SURMODICS of Reagents to Federal Express, or to another
         reputable carrier in the United States, shall constitute delivery to
         RUBICON.

         c. SURMODICS agrees that the prices to RUBICON for the Reagents shall
         be the same as the prices that SURMODICS ordinarily offers to its other
         clients for equivalent volume consumption. Each SURMODICS invoice for
         Reagents shall be payable in full within thirty (30) days after the
         date of the invoice.

         d. SURMODICS warrants that each shipment of Reagents supplied to
         RUBICON shall, at the time of shipment, conform to the respective
         specifications for those Reagents contained in master files submitted
         by SURMODICS to the FDA and maintained by SURMODICS for purposes of
         premarket approval of medical devices. SURMODICS' sole obligation and
         RUBICON's sole remedy, if any shipment of Reagents does not conform to

                                       15
<PAGE>

         such specifications, shall be (i) the replacement of the defective
         shipment of Reagents, or (ii) at RUBICON's option a refund of the price
         paid by RUBICON for the defective Reagents provided, however, that the
         foregoing limitation of obligations and remedies shall not apply if a
         Reagent does not conform to one or more master device file
         specifications for that Reagent and such nonconformance was the actual
         and proximate cause of the death or injury of a person who used the
         resulting Licensed Product. RUBICON shall provide SURMODICS with
         whatever evidence RUBICON has regarding the condition of the Reagents
         to enable SURMODICS to determine whether the Reagents were defective at
         the time of shipment.

         e. SURMODICS agrees to provide RUBICON with a certificate of
         conformance for each shipment of Reagent that states that the Reagent
         conforms to all requirements of SURMODICS' product specifications.
         SURMODICS will maintain quality control and traceability records for
         Reagents which are adequate to define: materials used, production
         processes, product formulations, quality testing, and lot traceability.
         SURMODICS will maintain such records for a minimum of seven (7) years
         after shipment of Reagents to RUBICON. RUBICON may audit SURMODICS'
         quality systems during regular business hours following reasonable
         advance written notice to SURMODICS. Prior to a third party's
         participation in an audit, SURMODICS may require a suitable
         confidentiality agreement between SURMODICS and the third party.
         RUBICON may review SURMODICS' documents during the course of an audit
         but may not remove document copies or originals from SURMODICS without
         SURMODICS' advance written consent. SURMODICS reserves the right to
         redact highly confidential information from materials that may be
         disclosed during the audit that relate to SURMODICS' proprietary
         processes. Information disclosed to RUBICON during the course of an
         audit shall be treated as Confidential Information. RUBICON agrees to
         provide SURMODICS with a copy of its final audit report.

         f. The terms and conditions in this Agreement, together with additional
         terms and conditions which may appear in SURMODICS' written acceptance
         of orders from time to time, shall be the exclusive contract terms
         between the parties with respect to the purchase of Reagents. In the
         event of inconsistencies between the terms of this Agreement and the
         terms of any order or acceptance document, the terms of this Agreement
         shall govern. SURMODICS objects to any terms set forth in orders for
         Reagents which are different from or additional to the provisions of
         this Agreement, and no such terms shall be binding upon SURMODICS
         unless SURMODICS specifically consents thereto in writing.

26.      ENTIRE AGREEMENT

         This Agreement, together with all attachments specifically referred to
         herein, constitutes the entire agreement between the parties with
         respect to the licenses granted herein, and no party shall be liable or
         bound to the other in any manner by any warranties, representations or
         guarantees except as specifically set forth herein. This Agreement
         shall not be altered or otherwise amended except by an instrument in
         writing signed by both parties.

                                       16
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement on the date last
written below.

Accepted by:                                    Accepted by:
SurModics, Inc.                                 Rubicon Medical Inc.

/s/ Gregory T. Yung                             /s/ Richard J. Linder
---------------------------------------         -----------------------------
Signature                                       Signature

Gregory T. Yung                                 Richard J. Linder
---------------------------------------         -----------------------------
Printed Name                                    Printed Name

Vice President, Sales & Marketing               President/CEO
---------------------------------------         -----------------------------
Title                                           Title

September 8, 2004                               9-20-04
---------------------------------------         -----------------------------
Date                                            Date

                                       17